Preheat oven to 300°F. Place popcorn and peanuts in greased 17x12x2-inch roasting pan. Keep warm in the oven.
In medium saucepan combine butterscotch chips, butter, corn syrup and salt. Bring to boiling over medium heat, stirring constantly. Reduce heat to medium; simmer, uncovered, 2 minutes.
Remove from heat. Stir in vanilla. Pour mixture over popcorn and toss to coat. Bake 45 minutes, stirring twice during baking.
Turn out onto large piece of foil to cool. Store in airtight containers for up to 1 week.
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